GOVERNANCE Flashcards

1
Q

what is the mendelow matrix?

A

The Mendelow Matrix is a simple tool used in business management to analyze and categorize stakeholders.

it helps you identify and understand who the key players are in a given situation, such as a business project, and how much power or influence they have over the outcome.

this model helps organizations prioritize their efforts in stakeholder management. It guides them in deciding where to focus resources, communication, and engagement to ensure the success of their projects or initiatives

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2
Q

four quadrants of the mendelow matrix

A

1-High Power, High Interest: These stakeholders are both highly influential and deeply interested in the project’s success. They are critical to engage and satisfy.

2-High Power, Low Interest: These stakeholders have significant power but are not very interested in the project. Managing their concerns is important, but they may not need as much attention as the first group.

3-Low Power, High Interest: These stakeholders have a strong interest in the project’s success, but they don’t have much power or influence. It’s important to keep them informed and engaged, but they may not drive major decisions.

4- Low Power, Low Interest: These stakeholders have neither much power nor interest in the project. They require minimal attention and effort.

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3
Q

what does the OECD say about board of directors

A

‘the corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders’

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4
Q

define board diversity

A

Board diversity means having a variety of different people on a company’s board of directors. These differences can include things like age, race, gender, education, and job experience. The idea is to make sure the board isn’t made up of just one type of person. Some people also think about less obvious things like life experiences and personal attitudes when talking about board diversity.

In simple terms, board diversity is about having a mix of people with different backgrounds and characteristics in the boardroom. One common way to promote diversity is to make sure there are women on the board.

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5
Q

what are the benefits of diversifying the board?

A

Diversifying the board is said broadly to have the following benefits:

-More effective decision making.
-Better utilisation of the talent pool.
-Enhancement of corporate reputation and investor relations by establishing the company as a responsible corporate citizen.

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6
Q

how does board diversity lead to effective decision making?

A

1) Avoiding Groupthink: Groupthink is when everyone in a group agrees just to avoid conflict, even if it’s not the best decision. Diverse boards can reduce this problem because people with different backgrounds and experiences can bring new perspectives and challenge each other’s ideas. This leads to higher-quality decisions.

2) Varied Leadership and Thinking Styles:
Board members with diverse personal characteristics, leadership styles, and ways of thinking can foster creativity and provide a more comprehensive view of the organization’s operations. This helps in identifying and managing various risks like reputation and compliance.

3) Understanding Stakeholders: In today’s global business world, companies need to understand the needs of diverse stakeholders, especially customers.
Having a balanced board with different perspectives, including those of customers, can lead to more informed decisions.

4) Connecting with the External Environment: Board members with different backgrounds and social networks can improve the board’s understanding of external stakeholders and help address their concerns more effectively.

In essence, board diversity can lead to better decision-making by reducing groupthink, promoting diverse thinking styles, enhancing stakeholder understanding, and connecting with the external environment.

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7
Q

how can board diversity result in better utilization of talent pool?

A

Stakeholders are demanding more from directors, especially from NEDs

NEDs are often criticized for not dedicating enough time to understand the business and represent stakeholders in holding executive directors accountable.

One challenge in finding suitable directors is the limited pool of candidates with specific characteristics. By considering a more diverse set of attributes when searching for board members, companies can address the problem of a shortage of qualified directors and tap into a broader talent pool. Therefore, promoting board diversity is important for companies to access untapped talent resources.
Having NEDs on the board has already been a common requirement across countries. NEDs are, however, often criticised for having insufficient devotion of time and effort in understanding the business and representing stakeholders to scrutinise executive directors in making appropriate decisions.

One of the problems of searching for suitable NEDs lies on the limited number of candidates available when the search is for board members with certain characteristics.

If the search is expanded to include directors with a more diverse range of attributes it will alleviate the problem of ‘director shortage’ and therefore better utilise the talent pool.

It is therefore vital for companies to initiate tapping into the under-utilised pool of talent through board diversity.

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8
Q

how does board diversity improve investor relations and reputation of company?

A

Having a diverse board can improve a company’s reputation by showing that it values diversity and equal opportunities.

This also signals that the company is socially responsible and connected to its community, strengthening trust with stakeholders.

Additionally, some investors consider board diversity when deciding where to invest because research shows it can lead to better company performance and aligns with corporate social responsibility trends.

In simple terms, having a diverse board can enhance a company’s image and make it more attractive to investors.

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9
Q

what are the costs of board diversity

A

Increased Conflict: Diverse boards can sometimes lead to more disagreements and friction among members, potentially dividing the board and eroding trust.

Tokenism: Minority members might feel they’re only there to meet diversity quotas, which could lead them to undervalue their own skills and contributions.

Risk of Overlooking Key Attributes: There’s a risk that boards may prioritize diversity over other important qualities in directors.

Boards should be mindful of these costs when working to diversify.

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10
Q

Regulatory initiatives for board diversity?

A

Quotas: Some countries, like Norway, Spain, and France, mandate a minimum number of women on boards (e.g., at least 40% women in Norway).

Transparency and Disclosure: Corporate governance codes require companies to disclose their diversity policies for board appointments. Failure to comply requires an explanation in the corporate governance report.

‘Comply or Explain’: This approach, used in the UK, Australia, and Hong Kong, encourages diversity without strict quotas. Companies must consider diversity in board appointments and report on their diversity policies and progress.

These initiatives aim to improve board diversity through various methods, from quotas to transparency and voluntary compliance.

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11
Q

one director can’t have expertise in all areas, phases of business, what’s the solution for this?

A

when staffing boards, it is best to think of individuals contributing different pieces to the total picture , to create an effective board

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12
Q

what is the chairman’s role in respect to board diversity?

A

The chairman, being the leader of the board, has to facilitate new members joining the team and to encourage open discussions and exchanges of information during formal and informal meetings. To create such a well-functioning team, the chairman further needs to commit and support mentoring, networking and adequate training to board members.

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13
Q

responsibilities of nomination committee in respect to board diversity?

A

-diversity
-advise on balance between ed and ned
-succession planning
-recruitment policy concerning competency
-analyse what the board lacks in skills and expertise
-advertise board positions periodically.
-They are strongly encouraged not to seek candidates merely through personal contacts and networks in order to carry out a formal and transparent nomination process.

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14
Q

existing board members responsiblity in respect of board diversity?

A

The most important ingredient to the success of board diversity, however, would most probably be the board members’ changing their mindset to welcome a more heterogeneous board, as well as to place greater trust in one another and work together more effectively.

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15
Q

what are the risks that arise in relation to the environment and sustainability?

A

Business Risk: Failing to address environmental changes and sustainability concerns can make a company’s business strategies outdated and irrelevant.

Regulatory Risk: Organizations must comply with environmental regulations and standards, like ISO14000, which can affect their competitiveness and reputation. Failing to meet these standards can be detrimental.

Reputation Risk: Not meeting stakeholder expectations regarding environmental issues can harm an organization’s reputation. Overhyping environmental efforts (greenwashing) can also damage credibility. Transparency and credible information are essential for mitigating reputation risks.

Operational Risk: Environmental factors, like severe droughts, can disrupt operations. For example, water shortages can affect industries reliant on water-intensive production processes.

Financial Risk: Organizations may face financial burdens from addressing environmental issues caused by their actions or from revenue loss due to reputation damage.

However, organizations can also seize opportunities by taking a strong environmental stance, adapting their strategies, and addressing these risks effectively. Some industries are already taking steps to mitigate their environmental impact and improve sustainability.

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16
Q

define fast fashion

A

Within the fashion industry, many ‘fast fashion’ organisations have received negative press because of how they operate, and their supply chain practices. ‘Fast fashion’ relates to cheap, disposable clothing that meets current trend requirements; the ‘fast’ refers to how quickly designs can reach the shops at a low price to customers.

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17
Q

what are the problems in fast fashion?

A

Historically, ‘fast fashion’ companies have been accused of damaging the environment through the volume of clothing they produce, much of which is discarded after a short period. There is a waste of resources used in the production of that clothing. Many organisations in the ‘fast fashion’ industry are large, global conglomerates, owning many different fashion labels. If these organisations all sell fashion which is expected to be worn for one season or occasion only, this has a significant environmental impact. This impact includes manufacturing pollution, inefficient use of raw materials and waste in production, and associated waste disposal issues, such as excessive landfill.

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18
Q

what steps have been taken to stop fast fashion by regulators?

A

The extent of dissatisfaction of many stakeholders towards ‘fast fashion’ has led to organisations such as Greenpeace taking a stance against the industry, as well as a United Nations initiative, the UN Alliance for Sustainable Fashion.
-Governments are supporting ethical fashion initiatives. In 2019, France launched a ‘Paris Good Fashion’ initiative which aims to help make the fashion industry greener. Chinese and Indian governments, amongst others, have undertaken similar initiatives.

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19
Q

what steps are being taken/ can be taken by fashion companies to undo the damage of negative press?

A

Fast fashion companies are now taking steps towards sustainability like:
-recycling schemes, customers can return clothing to stores, they can be sold second hand, turned into other items like cleaning cloths or turned into fibers for insulating material.

-use of sustainable materials like bamboo
-eco-friendly building designs
-carbon footprint offsetting by planting trees

-Integrated reporting is used to communicate sustainability efforts to stakeholders, often including targets for accountability.

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20
Q

what is greenwashing

A

Greenwashing is the term used to describe when a company promotes itself as environmentally friendly to gain support from stakeholders but puts more effort into marketing this than actually taking positive actions. However, these organisations continue to face heavy criticism from pressure groups and may eventually be forced to take stronger, more credible, actions if they wish to continue with their current business successes.

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21
Q

what are the climate challenges faced by motor industry?

A

-The motor industry is facing challenges driven by stakeholder concerns about the environment, sustainability of raw materials, and political mandates.
Political pressure, such as the European Green Deal and the UK’s ban on new petrol and diesel cars from 2030, is a significant threat to the industry.

22
Q

how is motor industry responding?

A

The industry is responding by introducing hybrid and electric cars, but there are also significant changes happening in -production processes
-supply chains
-workforce skills
to enhance sustainability.
-Sustainability efforts include innovations in battery recycling and a focus on sustainability reporting, including the use of integrated reporting
-Some motor manufacturers have established sustainability management committees and integrated report meetings to address these challenges.

23
Q

why is it important for a company to consider interests of all stakeholders rather than just it’s SH?

A

Organizations face a challenging task of balancing the interests of various stakeholders, not just focusing solely on shareholder returns.
Prioritizing the well-being of all stakeholders, including environmental and sustainability concerns, can ultimately benefit company earnings and shareholder returns.
This concept, introduced by Edward Freeman in 1984, remains highly relevant today, especially concerning an organization’s stance on environmental and sustainability issues.
Environmental and sustainability matters have gained significant importance across industries and organizations of all sizes.
Companies that take proactive steps in these areas and promote their efforts can gain a competitive edge.
Conversely, organizations that neglect environmental and sustainability considerations may suffer, experiencing a loss of market share and investor confidence.

24
Q

how has sustainability impacted barriers to entry in motor industry??

A

In the motor industry, which has traditionally had extremely high barriers to entry, new technologies provide opportunities for new players. For example, new entrants have successfully entered the market with a mission to accelerate the world’s transition to sustainable energy. Added to this threat are the companies developing self-driving cars and there are likely to be further new entrants from outside the industry, who have developed sustainable and digital technologies and see an opportunity to use them in the motor industry.

25
Q

what is corporate governance

A

how a company is directed or controlled

direction: setting goals and strategies

control: internal control system/ risk management system/ internal auditor/ NEDs

26
Q

corporate governance structure

A

STRATEGIC APEX:
-chairman
-BOD
-Commitees (audit, risk, renum, nomin)

OPERATIONAL:
-CEO
-managers
-employees

27
Q

two types of board structures

A

Unitary Board Structure: In this structure, the same board serves both as the executive and non-executive body.
-common in smaller organizations or those with a simplified management structure.

Two-Tier Board Structure: This structure consists of two separate boards: a management board responsible for day-to-day operations (executive functions) and a supervisory board responsible for oversight and governance (non-executive functions). It’s more common in larger organizations, especially in European countries.

28
Q

BOD responsibilities

A

monitor ceo
-overseas strategy
-monitor risk and internal control system
-monitor human development appraisal renumeration etc

29
Q

role of chairman

A

-provide leadership to board
-effective communication with SH
-effective communication from NED, good relationship between ED n NED
-meet NED without ED present
-take lead in development and induction program
-facilitate board appraisal

30
Q

role of CEO

A

provide leadership to management
-give accurate info to board
-communicate with stakeholders
-facilitate implementation of board decisions
-cooperate in training and dev
-cooperate in board appraisal

31
Q

pros of unitary board

A

Simplicity: It’s easy to understand and manage because there’s only one board.

Faster Decision-Making: Decisions can be made quickly because there’s less bureaucracy.

Unified Vision: Everyone works together under one board, so it’s easier to align with the same goals.

Cost-Efficient: It can be cheaper to run than a two-board system.

32
Q

cons of unitary board

A

Risk of Overpowering: If the board has too much power, it might not listen to others.

Limited Accountability: Without separate boards, checks and balances can be weaker.

Potential Conflicts: One board might struggle to manage both long-term and day-to-day matters.

Lack of Expertise: It might be challenging to have the right skills for every aspect of governance.

33
Q

pros of a two tiered board

A

Separation of Powers: The management board focuses on day-to-day operations, while the supervisory board oversees and makes strategic decisions. This helps avoid conflicts of interest.

Strong Oversight: The supervisory board can provide in-depth scrutiny and oversight, enhancing accountability and risk management.

Expertise: Each board can consist of experts in their respective areas, ensuring better decision-making.

Improved Governance: It often leads to better corporate governance practices, as there’s a clear division of responsibilities.

34
Q

cons of two tiered boards

A

Complexity: It can be more complex to manage than a unitary board, with more meetings and communication needed.

Potential Conflicts: The two boards might not always agree, which can lead to conflicts and decision delays.

Cost: Maintaining two boards can be more expensive due to additional board members and administrative overhead.

Slower Decision-Making: Some decisions might take longer to make due to the need for supervisory board approval.

35
Q

specific provisions of UK governance

A

-at least half the board shud be NEDs
-CM and CEO shud not be the same person
-NEDs renumeration shud not include share options and performance related pay (to avoid self interest) neds just get a fixed fee approved by SH for the work done
-directors can only serve simultaneously on one other board, as NED or chairman for FTSE100 companies, ALONGSIDE being executive director.

36
Q

ed of one company can serve as another company’s NED OR CM?

A

YES, but only one.

37
Q

CPD definition

A

Continuous Professional Development. It refers to the ongoing process of learning, skill development, and knowledge enhancement that board members and directors undertake to stay current, effective, and competent in their roles.

38
Q

how is CPD done

A

Training and Education: Board members engage in training sessions, courses, workshops, and seminars relevant to their responsibilities. This can cover areas like corporate governance, industry-specific knowledge, legal compliance, and leadership skills.

Networking: Building and maintaining a professional network is an important part of CPD. It allows board members to exchange insights, experiences, and best practices with peers in similar roles.

Stay Informed: Board members must continuously stay informed about industry trends, regulatory changes, and emerging challenges that might affect the organization.

Self-Assessment: Regularly evaluating their own performance and identifying areas for improvement is a crucial part of CPD for board members.

Mentorship and Coaching: Seeking guidance from experienced mentors or coaches can be valuable for personal and professional growth.

39
Q

benefits of CPD

A

-up to date, better decisions, good leadership
-career growth, personal growth, motivated
-legal compliance
-stakeholders confidence
-innovation

40
Q

Appraisal of board

A

-Board appraisal is like a performance review for the board of directors. It’s a process where an organization evaluates how well the board is doing its job.

Here’s how it works:

Assessment: The organization looks at what the board is doing, how they’re making decisions, and if they’re following the rules.

Feedback: The board members get feedback on their performance. This can be based on things like their attendance, their understanding of the organization, and how well they work together.

Improvement: If there are issues or areas where the board can do better, they make plans to improve. This might involve more training, changing some of their processes, or even bringing in new members.

In the end, board appraisal helps make sure the board is doing its best to help the organization succeed.

41
Q

criteria of appraisal

A

what feedback is given in appraisal?
-independence
-industry familarity
-active participation/attendance level at meetings
-enthusiasm (energy level at meeting)
-hours spent on CPD
-business development/ what have u done for business

42
Q

4 committees

A

audit
renumeration both only NEDs
-risk
-nomination

43
Q

role of NEDs

A

-strategy (give input advice, also challenge it)
-people- set renum, advise on appointment removal
-scrutiny-check perfomance against goals-
-risk, ensure FS are free from window dressing

44
Q

director renumeration

A

shud be enough to
-attract new Ds
-retain existing Ds
-motivate them so they work in best interest of SH

Shud include

Basic Salary
Pension
Benefits
Share options
Termination
Performance – related (Advantages? Disadvantages?)
 PRPs  Bonus

45
Q

suggestion to reward director

A

-fixed pay but not major
-performance related pay
1 yr: 10% monthly salary bous
2 yr: 25%
3: 50%
5: 100%

-immediate, monthly salary
-deferred eg. share option exercisable over 5 yrs
-short term and long term elements in salary
-non cash perks

46
Q

role of renumeration committee

A

Executive Pay: They determine the salaries, bonuses, and benefits for top executives like the CEO. They ensure these are fair, competitive, and linked to the company’s performance.

Incentive Plans: They create and manage incentive schemes, like stock options, to motivate executives to work hard and help the company succeed.

Employee Compensation: Sometimes, they also oversee the pay and benefits for all employees, making sure they are fair and competitive.

Transparency: They report to shareholders and the public about executive pay to maintain transparency and trust. disclose in annual report

Performance Evaluation: They assess how well the executives are doing and if they deserve their pay.

47
Q

ways to reduce bribery and corruption

A

set tone/ culture
code of conduct
risk assessment
reporting (whistle blowing)
-monitoring

48
Q

ethical values of an accountant

A

Integrity: Accountants should be honest and straightforward in all professional and business relationships. They must not knowingly be associated with misleading information or unethical practices.

Objectivity: Accountants should not compromise their professional judgment due to bias, conflict of interest, or undue influence from others. They should remain impartial and independent.

Professional Competence and Due Care: Accountants should maintain and develop their professional knowledge and skills to provide high-quality services. They must also act diligently and carefully in their work.

Confidentiality: Accountants should respect the confidentiality of information they acquire during their work and not disclose it without proper authorization. This helps protect sensitive financial and personal data.

Professional Behavior: Accountants are expected to act professionally and ethically in all their activities. This includes not engaging in any behavior that discredits the profession.

Respect for Others: Accountants should treat others with respect and not discriminate on the basis of factors like race, religion, gender, or nationality.

Professional Ethics: Accountants should comply with relevant laws and regulations and avoid any action that could harm the reputation of the profession.

These ethical values are crucial for maintaining the trust of clients, employers, and the public. They help ensure that financial information is accurate, reliable, and presented with integrity, which is essential for making informed decisions in business and financial matters

49
Q

threats to objectivity- please revise as there may be a case study

A
50
Q

Indunction

A

Induction is a process of orientation and familiarisation that new members of an organisation undergo upon joining.
It is designed to make the experience as smooth as possible and to avoid culture or personality clashes, unexpected surprises or other misunderstandings.
Benefits:
Familar with norms
Internal and external relationships